Extracellular cues play crucial roles in the transcriptional regulation of tissue-specific genes, but whether and how these signals lead to chromatin remodeling is not understood and subject to debate. Using chromatin immunoprecipitation assays and mammary-specific genes as models, we show here that extracellular matrix molecules and prolactin cooperate to induce histone acetylation and binding of transcription factors and the SWI/SNF complex to the -and ␥-casein promoters. Introduction of a dominant negative Brg1, an ATPase subunit of SWI/ SNF complex, significantly reduced both -and ␥-casein expression, suggesting that SWI/SNF-dependent chromatin remodeling is required for transcription of mammary-specific genes. Chromatin immunoprecipitation analyses demonstrated that the ATPase activity of SWI/SNF is necessary for recruitment of RNA transcriptional machinery, but not for binding of transcription factors or for histone acetylation. Co-immunoprecipitation analyses showed that the SWI/SNF complex is associated with STAT5, CCAAT/enhancer-binding protein , and glucocorticoid receptor. Thus, extracellular matrix-and prolactin-regulated transcription of the mammary-specific casein genes requires the concerted action of chromatin remodeling enzymes and transcription factors.Differentiated function of mammary epithelial cells is regulated by signals from both ECM 2 and lactogenic hormones (1-3). The gene encoding the milk protein, -casein, has been used widely as a marker for functional differentiation of MECs. We and others have shown that in both primary mouse mammary epithelial cells and immortalized mammary epithelial cell lines (4 -6), transcription of -casein requires signals from both laminin-111 (previously referred to as laminin-1) and prolactin (1, 2, 7-10). A number of transcription factors, including STAT5, C/EBP, and GR, have been shown to be involved in this process (reviewed in Ref. 7).Modulation of chromatin structure by histone modifications and ATP-dependent remodeling has been implicated in cell differentiation and transcriptional control of tissue-specific and inducible genes (11-13). Histone-modifying enzymes are believed to be recruited to promoter regions through their association with transcription factors and are critical for tissue-specific gene expression and functional differentiation of specific cell types (14, 15). Histone acetylation is a dynamic process and is regulated by histone acetyltransferases and histone deacetylases (16). The mapping of global histone acetylation patterns has demonstrated that chromatin accessibility and gene expression are correlated with histone hyperacetylation of promoters and other cis-elements (17, 18). The p300 histone acetyltransferase cooperates with STAT5 to enhance exogenous -casein promoter activity in COS cells, indicating that histone acetylation may play a role in -casein transcription (19). Trichostatin A (TSA), an inhibitor of histone deacetylase, was shown to activate the bovine casein ECM response element (BCE-1) in an ECM-independent...